SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One)
[X] Annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the year ended June 30, 2000
[ ] Transitional report pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the transition period from ________ to __________
Commission file number: ______________
A. Full title of the plan and the address of the plan,
if different from that of the issuer named below:
Robinson Nugent, Inc.
Profit Sharing/401(k) Plan
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive
office:
Robinson Nugent, Inc.
800 East Eighth Street
Post Office Box 1208
New Albany, Indiana 47150
<PAGE>
REQUIRED INFORMATION
A. Financial Statements and Schedules:
Independent Auditors' Report
Statement of Net Assets Available for Plan Benefits
Statement of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Schedule of Investment Held
B. Exhibits
Consent of Independent Auditors
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereto duly authorized.
Robinson Nugent, Inc.
Profit Sharing/401(k) Plan
(Name of Plan)
Date October 12, 2000 Robinson Nugent, Inc., Administrator
By: /s/ Robert L. Knabel
----------------------------------------
Robert L. Knabel, Vice President,
Treasurer and Chief Financial Officer
<PAGE>
ROBINSON NUGENT, INC.
PROFIT SHARING 401(k) PLAN
Financial Statements for the Years Ended
June 30, 2000 and 1999,
Supplemental Schedule As Of
June 30, 2000
and
Independent Auditors' Report
<PAGE>
ROBINSON NUGENT, INC. PROFIT SHARING 401(k) PLAN
TABLE OF CONTENTS
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Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED
JUNE 30, 2000 AND 1999:
Statements of Net Assets Available for Plan Benefits 2
Statements of Changes in Net Assets Available for Plan Benefits 3
Notes to Financial Statements 4-8
SUPPLEMENTAL SCHEDULE AS OF JUNE 30, 2000:
Schedule H, Item 4i - Schedule of Investment Held 9
The following schedules are omitted because of the absence of conditions under
which they are required:
Reportable Transactions
Party-In-Interest Transactions
Obligations in Default
Leases in Default
<PAGE>
INDEPENDENT AUDITORS' REPORT
Robinson Nugent, Inc.
Profit Sharing 401(k) Plan
We have audited the accompanying statements of net assets available for plan
benefits of Robinson Nugent, Inc. Profit Sharing 401(k) Plan (the Plan) as of
June 30, 2000 and 1999 and the related statements of changes in net assets
available for plan benefits for the years then ended. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. These standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for plan benefits of the Plan at June 30,
2000 and 1999, and the changes in net assets available for plan benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule listed in the
Table of Contents is presented for the purpose of additional analysis and is not
a required part of the basic financial statements, but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This schedule is the responsibility of the Plan's management. Such
schedule has been subjected to the auditing procedures applied in our audit of
the 2000 basic financial statements and, in our opinion, is fairly stated in all
material respects when considered in relation to the 2000 basic financial
statements taken as a whole.
DELOITTE & TOUCHE LLP
October 4, 2000
<PAGE>
ROBINSON NUGENT, INC. PROFIT SHARING 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
JUNE 30, 2000 AND 1999
--------------------------------------------------------------------------------
2000 1999
ASSETS:
Cash $ 6,731,043
Investments, at fair value $10,069,306 731,025
Receivables:
Participants' contributions 23,755 26,371
Sponsor contributions 382
-----------
Total receivables 24,137 36,689
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $10,093,443 $ 7,498,757
=========== ===========
See notes to financial statements.
<PAGE>
ROBINSON NUGENT, INC. PROFIT SHARING 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEARS ENDED JUNE 30, 2000 AND 1999
--------------------------------------------------------------------------------
2000 1999
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Participant contributions $ 805,540 $ 717,156
Sponsor contributions 248,276 198,453
Interest and dividends 289,081 480,989
Net appreciation in fair value of investments 2,038,761 407,909
----------- -----------
Total additions 3,381,658 1,804,507
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO -
Benefits 786,972 1,141,179
----------- -----------
INCREASE IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS 2,594,686 663,328
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
BEGINNING OF YEAR 7,498,757 6,835,429
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
END OF YEAR $10,093,443 $ 7,498,757
=========== ===========
See notes to financial statements.
<PAGE>
ROBINSON NUGENT, INC. PROFIT SHARING 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2000 AND 1999
--------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
General - The Robinson Nugent, Inc. Profit Sharing 401(k) Plan (Plan) is a
defined-contribution plan covering substantially all nonunion employees of
Robinson Nugent, Inc. (Sponsor) who have at least six months of service.
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA). The following is a brief description of the
Plan, which is provided for general information purposes only.
Participants should refer to the Plan Agreement for more complete
information.
Contributions - Participants may elect to make contributions to the Plan
by reducing their salary by any percentage up to 15%, limited to the
maximum allowable under Internal Revenue Service Regulations. The Sponsor
will match up to 50% of the first 6% of the participants' contributions.
The Sponsor may also make additional contributions at its discretion. No
such additional contributions were made in 2000 and 1999. Forfeitures are
used to reduce Sponsor contributions.
On June 30, 1999, the investments were liquidated and the cash was
transferred to a new trustee on July 1, 1999.
The Plan permits participant directed investments into Robinson Nugent,
Inc.'s (Sponsor) common stock and in the following thirteen funds offered
by Strong Retirement Plan Services: Franklin Balance Sheet Investment
fund, Janus Overseas fund, Janus Twenty fund, SSGA S&P 500 fund, Strong
Balanced fund, Strong Blue Chip 100 fund, Strong Stock fund, Strong Growth
fund, Strong Growth and Income fund, Strong Government Securities fund,
Strong High-Yield Bond fund, Strong Short-Term Bond fund and Strong Money
Market fund.
Participant Accounts - Each participant's account is credited with the
participant and Sponsor's contribution, and an allocation of Plan earnings
or loss. Allocations are based on participant earnings or account
balances, as defined by the Plan. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's
accounts.
Payment of Benefits - Upon death, disability, retirement or termination,
participants may elect to receive a lump-sum amount equal to the value of
his or her account. All benefits will be paid in a lump sum, except
investments in the Sponsor's stock (in excess of $500), which will be
distributed in shares of the Sponsor's common stock.
<PAGE>
Vesting - A participant's contributions and earnings thereon are fully
vested and nonforfeitable at all times under the Plan. Vesting in the
Sponsor's matching and Sponsor's additional contribution and earnings
thereon are subject to the following vesting schedule:
Years of Service Vesting
---------------- -------
Less than 3 years 0%
3 years 20%
4 years 40%
5 years 60%
6 years 80%
7 or more years 100%
Benefits Payable - At June 30, 2000 and 1999, net assets available for
plan benefits included approximately $1,625,000 and $870,000,
respectively, of benefits due to participants who have withdrawn from
participation in the Plan.
Administrative Expenses - The costs of administering the Plan are paid by
the Sponsor. Such administrative expenses were approximately $23,000 and
$20,000 in 2000 and 1999, respectively.
Plan Termination - Although it has not expressed any intent to do so, the
Sponsor has the right under the Plan Agreement to discontinue its
contribution at any time and to terminate the Plan subject to the
provisions of ERISA. In the event of plan termination, participants will
become 100 percent vested in their accounts.
2. SIGNIFICANT ACCOUNTING POLICIES
Valuation of Investments - The fair value of investments, except cash and
cash equivalents and money market funds, is determined by quoted market
prices. Cash equivalents and money market funds are recorded at cost,
which approximates fair value.
Use of Estimates - Financial statements prepared in conformity with
accounting principles generally accepted in the United States of America
require management to make estimates and assumptions that affect the
reported amount of net assets available for plan benefits and disclosure
of contingent assets and liabilities at the date of the financial
statements, and the reported amount of charges in net assets available for
plan benefits during the reporting period. Actual results could differ
from those estimates.
<PAGE>
3. INVESTMENTS
Investments at June 30, 2000 and 1999 consist of the following:
<TABLE>
<CAPTION>
2000 1999
Units Fair Units Fair
Held Value Held Value
-------- ------------ ---------- -------
<S> <C> <C> <C> <C>
Investment at fair value as determined
by quoted market prices:
Strong Growth and Income Fund 139,204 $ 4,006,277
Strong Stock Fund 48,817 1,236,029
Strong Growth Fund 11,340 438,413
Janus Twenty Fund 4,624 357,069
Janus Overseas 6,446 243,497
Strong Government Securities Fund 34,644 351,636
Strong Balanced Fund 13,905 350,673
Strong High-Yield Bond Fund 29,657 305,467
Strong Blue Chip 100 Fund 9,394 212,298
SSGA S&P 500 Fund 7,026 177,419
Strong Short-Term Bond Fund 4,758 44,301
Franklin Balance Sheet Investment Fund 202 6,351
Strong Money Market Fund 517,704 517,704
Robinson Nugent, Inc. (Sponsor) common stock, no par * 147,305 1,822,172 162,450 $731,025
------------- --------
Total $ 10,069,306 $731,025
============= ========
</TABLE>
* party-in-interest to the Plan
<PAGE>
The Plan's investments, including investments bought and sold, as well as held
during the year appreciated (depreciated) in value as follows:
2000 1999
Robinson Nugent, Inc. (Sponsor) Common stock $1,231,118 $ 5,218
Strong Growth and Income Fund 670,155
Strong Stock Fund 61,608
Strong Growth Fund 27,158
Janus Twenty Fund 6,948
Janus Overseas 31,046
Strong Government Securities Fund (5,479)
Strong Balanced Fund 2,861
Strong High-Yield Bond Fund (20,187)
Strong Blue Chip 100 Fund 28,773
SSGA S&P 500 Fund 4,631
Strong Short-Term Bond Fund (87)
Franklin Balance Sheet Investment Fund 219
Strong Money Market Fund (3)
Morgan Stanley Dean Witter:
American Value Fund 136,343
Dividend Growth and Securities Fund 145,477
Developing Growth Securities Fund 191,009
High Yield Securities Trust Fund (48,741)
Convertible Securities Trust Fund (14,083)
U.S. Government Securities Trust Fund (9,657)
Competitive Edge Fund 2,343
----------- --------
Total $2,038,761 $407,909
=========== ========
4. TAX STATUS
The Plan obtained its latest determination letter on June 1, 1993, in
which the Internal Revenue Service stated the Plan, as then designed, was
in compliance with the applicable requirements of the Internal Revenue
Code. The Plan has been amended since receiving the determination letter.
However, the Plan administrator believes the Plan is currently designed
and is being operated in compliance with the applicable requirements of
the Internal Revenue Code. Therefore, the Plan administrator believes the
Plan was qualified and the related trust was tax exempt. Accordingly, no
provision for income taxes has been included in the Plan's financial
statements.
<PAGE>
5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for plan
benefits per the financial statements to the Form 5500 at June 30, 1999:
Net assets available for benefits per the financial statements $7,498,757
Amounts allocated to withdrawing participants (923)
----------
Net assets available for benefits per the Form 5500 $7,497,834
==========
The following is a reconciliation of increase in net assets available for
plan benefits per the financial statements to the Form 5500 for the year
ended June 30, 2000:
Increase in net assets available for plan benefits per
financial statements $2,594,686
Amounts allocated to withdrawing participants
at June 30, 1999 923
----------
Increase in net assets available for plan benefits
per Form 5500 $2,595,609
==========
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 for the year ended June 30, 2000:
Benefit paid to participants per the financial statements $786,972
Amounts allocated to withdrawing participants at June 30, 1999 (923)
--------
Benefits paid to participants per the Form 5500 $786,049
========
6. SUBSEQUENT EVENT
On October 2, 2000, the Plan Sponsor's Board of Directors approved a merger
agreement with Minnesota Mining and Manufacturing Company.
* * * * *
<PAGE>
SUPPLEMENTAL SCHEDULE
<PAGE>
ROBINSON NUGENT, INC. PROFIT SHARING 401(k) PLAN
SCHEDULE H, ITEM 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENTS HELD
JUNE 30, 2000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Units Current
Description of Investment Held Value
<S> <C> <C>
Robinson Nugent, Inc.* (Sponsor) common stock, no par value 147,305 $ 1,822,172
Strong Growth and Income Fund 139,204 4,006,277
Strong Stock Fund 48,817 1,236,029
Strong Growth Fund 11,340 438,413
Janus Twenty Fund 4,624 357,069
Janus Overseas 6,446 243,497
Strong Government Securities Fund 34,644 351,636
Strong Balanced Fund 13,905 350,673
Strong High-Yield Bond Fund 29,657 305,467
Strong Blue Chip 100 Fund 9,394 212,298
SSGA S&P 500 Fund 7,026 177,419
Strong Short-Term Bond Fund 4,758 44,301
Franklin Balance Sheet Investment Fund 202 6,351
Strong Money Market Fund 517,704 517,704
-----------
$10,069,306
===========
* Party-in-interest to the Plan
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement of
Robinson Nugent, Inc., on Form S-8 of our report dated October 4, 2000,
appearing in the Annual Report on Form 11-K of Robinson Nugent, Inc. Profit
Sharing 401(k) Plan for the year ended June 30, 2000.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
October 12, 2000
Louisville, Kentucky
